U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K



x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended September 30, 2012

OR



o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



For the transition period from ________ to ________



Commission file number 000-54176



CHINA RENEWABLE CONSTRUCTION MATERIALS INC..

(Exact name of registrant as specified in its
charter)

|Delaware                                                       | 27–3828450                             
|-------------------------------------------------------------- | ---------------------------------------
|(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number)

745 E. Valley Blvd. #326, San Gabriel, CA
91776

(Address of principal executive offices)



(626) 589-6866

(Registrant’s telephone number, including
area code)



No change

(Former name, former address and former fiscal
year, if changed since last report)



Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes x No o.







Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files). Yes x No o



1







Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of
“large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act. (Check one):

|                                              | Large accelerated filer o | Accelerated filer o          | 
|--------------------------------------------- | ------------------------- | ---------------------------- | 
|                                              | Non-accelerated filer o   | Smaller reporting company x. | 
|(Do not check if a smaller reporting company) |                          

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes x No o.



Indicate the number of shares outstanding of each of the issuer’s
classes of common stock, as of the latest practicable date: 7,500,000shares of common stock, par value $.0001 per share,
outstanding as of November 9, 2012.





































2







---







TABLE OF CONTENTS



|Part I   |                                                                                                                                                                                                              | Page No.
|-------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------
|Item 1.  | Business. -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 3       
|Item 1A. | Risk Factors.   -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 3       
|Item 1B. | Unresolved Staff Comments. -------------------------------------------------------------------------------------------------------------------------------------------------------------------------         | 9       
|Item 2.  | Description of Property. ------------------------------------------------------------------------------------------------------------------------------------- -------------------------------------         | 9       
|Item 3.  | Legal Proceedings. -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------     | 9       
|Item 4.  | (Removed and Reserved). -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------        | 9       
|Part II  |                                                                                                                                                                                                              |         
|Item 5.  | Market for Registrant's Common Equity and Related Stockholder Matters --------------------------------------------------------------------------------------------------------------                         | 9       
|Item 6.  | Selected Financial Data. ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------      | 10      
|Item 7.  | Management's Discussion and Analysis or Plan of Operation  -----------------------------------------------------------------------------------------------------------------------------                     | 10      
|Item 7A. | Quantitative and Qualitative Disclosures About Market Risk. ------------------------------------------------------------------------------------------------------------------------------                   | 14      
|Item 8.  | Financial Statements and Supplementary Data. -------------------------------------------------------------------------------------------------------------------------------------------------               | 14      
|Item 9.  | Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.-------------------------------------------------------------------------------------                                   | 15      
|Item 9A. | Controls and Procedures. -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------       | 15      
|         |                                                                                                                                                                                                              |         
|Part III |                                                                                                                                                                                                              |         
|Item 10. | Directors, Executive Officers and Corporate Governance. -----------------------------------------------------------------------------------------------------------------------------------                  | 16      
|Item 11. | Executive Compensation. -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------        | 18      
|Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. ------------------------------------------------------------------------                                     | 19      
|Item 13. | Certain Relationships and Related Transactions, and Director Independence. ---------------------------------------------------------------------------------------------------------                         | 20      
|Item 14. | Principal Accountant Fees and Services. ---------------------------------------------------------------------------------------------------------------------------------------------------------            | 21      
|Part IV  |                                                                                                                                                                                                              |         
|Item 15. | Exhibits, Financial Statement Schedules. ----------------------------------------------------------------------------------------------------------------------------------------------------------          | 21      













3















FORWARD-LOOKING STATEMENTS



Subject to Section 21 E, of the exchange Act, this Annual Report
on Form 10-K contains forward-looking statements. The forward-looking statements are based on our current goals, plans, expectations,
assumptions, estimates and predictions regarding the Company.



When used in this Annual Report, the words "plan", "believes,"
"continues," "expects," "anticipates," "estimates," "intends", "should,"
"would," "could," or "may," and similar expressions are intended to identify forward looking statements.



Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the actual results, events or growths to be materially different from any future
results, events or growths expressed or implied in this Annual Report.





PART I

|Item 1. | Description of Business.
|------- | ------------------------



China Renewable Construction
Materials Inc. ("we," "us," "our," "the Company" or "the Registrant") was incorporated
in the State of Delaware on February 19, 2010 and maintains its principal executive office at 745 E. Valley Blvd. #326, San Gabriel,
CA 91776, which address is a rented mailbox.



The Company is a "blank
check" company. The U.S. Securities and Exchange Commission (the “SEC”) defines those companies as "any development
stage company that is issuing a penny stock, within the meaning of Section 3(a)(51) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and that has no specific business. The Company was formed as a vehicle to pursue a business
combination and its business purposes is to seek the acquisition of, or merger with, an existing company.



This company is inactive
in 2012.



|Item 1A. | Risk Factors.
        
        An investment in our common stock is highly speculative in nature
        and involves a high degree of risk as shown in the followings
        
        RISKS RELATING TO OUR COMPANY
        
        1. We will have no revenue until or unless we acquire
        or merger with an operating company.
        
        We are in the developing stage, and have had no revenue from operations.
        We may not realize any revenues unless or until we acquire or merge with an operating company.
        
        2. We are likely to incur losses.
|-------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

4





|As of September 30, 2012, we have incurred a loss of $7,943 for
        this year, and accumulated loss of $52,507 and we expect that we will incur losses at least until we complete a business combination
        and perhaps after such combination as well. There can be no assurances that we will ever be profitable
        
        3. There can be no guarantee that the Company will consummate
        a business combination on favorable terms.
        

We can give no assurances that we will conclude a business combination.
        We cannot guarantee that we will be able to negotiate a business combination on favorable terms.
        
        4. Management has little experience as directors or officers
        of a development stage public company fully for merger purpose.
        
        Despite that our sole officer and director have little experience
        serving as an officer or director of a development stage public company with the business purpose of acquiring a target business,
        he will take fully responsibility to identify proper target for reverse merger, and his lack of experience may adversely impact
        our ability to consummate a successful business combination.
        
        5. There is strong competition for those blank check or shell
        companies to execute a merger transaction of the type contemplated by our management.
        
        There are numerous competitions existing in the activities of the
        mergers and acquisitions by blank check or shell companies. A large number of established entities, including small public companies
        are active in the market. They may have greater financial resources, longer operating history, and superior marketing than us;
        consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing
        a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a business combination.
        
        6. There are relatively easy and low costs to becoming a blank
        check company or shell company, thereby increasing the competitive market for a limited number of business opportunities.
        
        There are relatively low barriers to becoming a blank check company
        or shell company. A newly incorporated company with a single stockholder and sole officer and director, like ours, may become a
        blank check company or shell company at relative low cost. It is the only condition that the Company voluntarily files, subjecting
        itself to the SEC reporting requirements, and seeks effectiveness of a Form 10 with the SEC, thereby registering its common stock
        pursuant to Section 12(g) of the Securities Exchange Act. Assuming no comments to the Form 10 have been received from the SEC,
        the registration statement is automatically deemed effective 60 days after filing the Form 10 with the SEC. The relative ease and
        low cost with which a company can become a blank check or shell company can increase the already highly competitive market of business
        combinations.
        
        7. The Company may be subject to further government regulation,
        which would adversely affect our operations.
        
        Although we will be subject to the reporting requirements under
        the Exchange Act, management believes we will not be subject to regulation under the Investment Company Act of 1940, as amended
        (the Investment Company Act), since we will not be engaged in the business of investing, reinvesting, owning, or trading in securities
        (as defined in the Investment Company Act). If we engage in business combinations, which result in our passive investment interests
        in a number of entities, we could be subject to regulation under the Investment
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

5





|Company Act. If so, we may be required to institute
        burdensome compliance requirements and our activities may be restricted, and we could be expected to incur significant registration
        and compliance costs. We have obtained no formal determination from the SEC as to our status under the Investment Company Act and,
        consequently, violation of the Investment Company Act could subject us to material adverse consequences.
        
        8. Any potential acquisition or merger with a foreign company
        may subject us to additional risks.
        
        If we enter into a business combination with a foreign company,
        we will be subject to risks inherent in business operations outside of the United States. These risks include, not limited to,
        different laws in different jurisdictions, obligation of the U.S. Foreign Corrupt Practices Act of 1977, as amended, difficulties
        in enforcing USA laws in foreign countries, cultural and language differences, currency fluctuations, regulatory problems, punitive
        tariffs, unstable local tax policies, trade embargoes, risks related to shipment of raw materials and finished goods across national
        borders, etc.
        
        Foreign economies may differ favorably or unfavorably from the United
        States economy in growth of gross national product, rate of inflation, market development, and other respects.
        
        9. The Company may be subject to certain tax consequences in
        our business plan, which may increase the cost of doing our business.
        
        Currently, a transaction of business combination may be structured
        so as to result in tax-free treatment to both companies, as prescribed by various federal and state tax provisions. We intend to
        structure any business combination so as to minimize the federal and state tax consequences to both us and the target entity; however,
        we may not be able to structure our acquisition to result in tax-free treatment for the companies or their stockholders, which
        could deter third parties from entering into certain business combinations with us.
        
        10. We will be deemed a blank check company under rule 419 of
        the Securities Act of 1933. In any subsequent offerings, we will have to comply with Rule 419.
        
        If we publicly offer any securities as a condition to the closing
        of any acquisition or business combination, while we are a blank check or shell company, we will have to fully comply with SEC
        Rule 419, which permits the registration and public distribution of shares in a blank company, and then imposes a number of safekeeping,
        disclosure and reconfirmation requirements on companies that rely on Rule 419, including:
        •	Depositing 90% of the net offering proceeds in escrow
        until an acquisition has been completed;
        •	Depositing all securities distributed to the public in
        escrow until an acquisition has been completed;
        •	Conducting a reconfirmation offering to give public stockholders
        a chance to consider any proposed acquisition;
        •	Giving each public stockholder a chance to either approve
        the proposed acquisition and keep his shares; or reject the proposed acquisition and get 90% of his money back;
        •	Unwinding all transactions with public stockholders that
        do not specifically approve the reconfirmation offering.
        Rule 419 requires our management full-time attention or hiring outside
        professional service. Our limited funds and the lack of full-time management will likely make it impracticable to offer publicly
        any securities as a condition for business combination. Any incapable of performing Rule 419 will hurt our competition in prospective
        business combination, and any failure of performing Rule 419 will cause financial loss of us.
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

6





|11. We have no business insurance; any unanticipated events or
        expenses may hurt our business substantially.
        
        We have no general liability or umbrella liability insurance to
        cover legal hassles due to claims of negligence; no key person Insurance to protect our company from a key person dies, falls ill,
        or leaves; no criminal insurance to protect us from theft and malicious damage. Any unanticipated events or expenses may hurt our
        business substantially.
        
        12. Our sole officer and the director control the Company, which
        could result in a lack of independence, which will not ensure protection of the rights of other stockholders.
        
        Our sole officer, Mr. Wu, currently owns 50% of the outstanding
        common stock, remaining in control of the Company. Although Mr. Wu is not party to any voting agreement, he will be able to exert
        significant influence, or even authority, over matters requiring approval by our security holders, including the election of all
        of our directors, control our operations, and inhibit other shareholders' ability to change the Company's operations. Accordingly,
        our shareholders will not have sufficient votes to cause the removal of Mr. Wu in his function as officer and director.
        
        As a result, we lack independent directors, independent board committees
        and an independent audit committee financial expert. There can be no assurance that Mr. Wu will be completely independent in the
        decisions he makes as our sole director and/or principal stockholder that will ensure protection of the rights of other stockholders.
        
        Risks Related to our Stockholder(s) and Shares
        of Common Stock
        
        13. Our stockholder(s) may have a minority interest in the Company
        following a business combination.
        
        If we enter into a business combination with an operating company
        whose value usually is in excess of the value of our Company, and issue shares of our Common Stock to the stockholders of such
        company as consideration for business combination, our stockholder(s) will likely own less than 50% of the Company after the merger.
        The stockholders of the acquired company would therefore be able to control the election of our board of directors (the “Board
        of Directors”) and control our Company.
        
        14. There is currently no trading market for the Common Stock,
        and liquidity of shares of the Common Stock is limited.
        
        Shares of our Common Stock are not registered under the securities
        laws of any state or other jurisdiction, and accordingly there is no public trading market for the Common Stock. Further, no public
        trading market is expected to develop in the foreseeable future unless and until the Company completes a business combination with
        an operating business and the Company thereafter files and obtains effectiveness of a registration statement under the Securities
        Act of 1933, as amended (the “Securities Act”). Therefore, outstanding shares of Common Stock cannot be offered, sold,
        pledged or otherwise transferred unless subsequently registered pursuant to, or exempt from registration under, the Securities
        Act and any other applicable federal or state securities laws or regulations. Further, stockholders may rely on the exemption from
        registration provided by Rule 144 of the Securities Act (“Rule 144”), subject to certain restrictions, starting one
        year after (i) the completion of a business combination with a private company in a reverse merger or reverse takeover transaction
        after which
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

7





|the Company would cease to be a “shell company” (as defined in Rule 12b-2 under the Exchange Act) and (ii)
        the disclosure of certain information on a Current Report on Form 8-K within four business days thereafter, and only if the Company
        has been current in all of its periodic SEC filings for the 12 months preceding the contemplated sale of stock. Compliance with
        the criteria for securing exemptions under federal securities laws and the securities laws of the various states is extremely complex,
        especially in respect of those exemptions affording flexibility and the elimination of trading restrictions in respect of securities
        received in exempt transactions and subsequently disposed of without registration under the Securities Act or state securities
        laws.
        
        15. Following a business combination with an operating business,
        our stock may be eligible to be quoted on the OTC Bulletin Board, or OTCQB marketplace, or on the “pink sheets", and
        we must comply with penny stock regulations, which could affect the liquidity and price of our stock.
        
        After completing a business combination, until the Common Stock
        is listed on the NASDAQ or another stock exchange, we expect that the Common Stock would be eligible to be quoted on the OTC Bulletin
        Board, or OTCQB marketplace, or on the “pink sheets,” where our stockholder(s) may find it more difficult to dispose
        of shares or obtain accurate quotations as to the market value of the Common Stock.
        
        The SEC has adopted rules that regulate broker-dealer practices
        in connection with transactions in "penny stocks." Penny stocks generally are equity securities with a price of less
        than $5.00, other than securities registered on certain national securities exchanges or quoted on NASDAQ, provided that current
        price and volume information with respect to transactions in such securities is provided by the exchange or system. Prior to a
        transaction in a penny stock, a broker-dealer is required to: Deliver a standardized risk disclosure document prepared by the SEC;
        Provide the customer with current bid and offers quotations for the penny stock; Explain the compensation of the broker-dealer
        and its salesperson in the transaction; Provide monthly account statements showing the market value of each penny stock held in
        the customer's account; Make a special written determination that the penny stock is a suitable investment for the purchaser and
        receives the purchaser's consent; and Provide a written agreement to the transaction. These requirements may have the effect of
        reducing the level of trading activity in the secondary market for our stock. Because our shares are subject to the penny stock
        rules, you may find it more difficult to sell your shares.
        
        16. We have never paid dividends on our Common Stock.
        
        We have never paid dividends on our Common Stock and do not presently
        intend to pay any dividends in the foreseeable future. We anticipate that any funds available for payment of dividends will be
        re-invested into the Company to further its business strategy.
        
        17. The Company will issue more shares in a merger or acquisition,
        which will result in substantial dilution of existing shareholders.
        
        We have authorized 100 million of shares of common stock and 10
        million of preferred stock, with only 7.5 million of shares of Common stock and 0 shares of preferred stock outstanding. If we
        make merger or acquisition in the future, we may have to issue additional equity, preferred securities or convertible debt securities,
        which may not need the approval of current shareholders. The issuance of new shares would cause the existing shareholders to suffer
        dilution of their ownership percentage. The dilution may be substantial. In addition, it is possible that any future securities
        could grant new shareholders rights, preferences, and/or privileges that are different from existing
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



8







|Item 1B. | Unresolved Staff Comments.
|-------- | --------------------------



None.



|Item 2. | Description of Property.
|------- | ------------------------



The Company neither rents
nor owns any properties. The Company utilizes the office space and equipment of its management at no cost. Management estimates
such amounts to be immaterial. The Company currently has no policy with respect to investments or interests in real estate, real
estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.



|Item 3. | Legal Proceedings.
|------- | ------------------



To the best knowledge of
our management, there are presently no material pending legal proceedings to which the Company, any executive officer, any owner
of record or beneficially of more than five percent of any class of voting securities is a party or as to which any of its property
is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.



|Item 4. | Submission of Matters to a Vote of Security Holders.
|------- | ----------------------------------------------------



None.



PART II



|Item 5. | Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities.
|------- | ---------------------------------------------------------------------------------------------------------------



a. Market Information



Common Stock



Our Certificate of Incorporation
authorizes the issuance of up to 100,000,000 shares of common stock, par value $.0001 per share (the “Common Stock”).
The Common Stock is not listed on a publicly-traded market. As of September 30, 2012 and as of the date of this report, there are
3 holders of record of the Common Stock.



Preferred Stock



Our Certificate of Incorporation
authorizes the issuance of up to 10,000,000 shares of preferred stock, par value $.0001 per share (the “Preferred Stock”).
The Company has not yet issued any of its preferred stock.



9







b. Holders:

As of September 30, 2012, we had three registered
shreholders of our common stock on record



c. Dividend Policy



The Company has not declared
or paid any cash dividends on its common stock and does not intend to declare or pay any cash dividend in the foreseeable future.
The payment of dividends, if any, is within the discretion of the Board of Directors and will depend on the Company’s earnings,
if any, its capital requirements and financial condition and such other factors as the Board of Directors may consider.



d. Securities Authorized for Issuance
under Equity Compensation Plans



The Company does not have
any equity compensation plans or any individual compensation arrangements with respect to its common stock or preferred stock.
The issuance of any of our common or preferred stock is within the discretion of our Board of Directors, which has the power to
issue any or all of our authorized but unissued shares without stockholder approval.



e.Recent Sales of Unregistered Securities



The Company did not sell
any equity securities that were not registered under the Securities Act during the quarter ended September 30, 2012.



No securities have been
issued for services. Neither the Company nor any person acting on its behalf offered or sold the securities by means of any form
of general solicitation or general advertising. No services were performed by any purchaser as consideration for the shares issued.



f. Issuer Purchases of Equity Securities



None.



|Item 6. | Selected Financial Data.
|------- | ------------------------



As a “smaller reporting
company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.



|Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operation.
|------- | -------------------------------------------------------------------------------------



Plan of Operation:



China Renewable Construction Materials Inc.
(the "Company") was organized on December 28, 2010, as a blank check or shell company under the Laws of the State
of Delaware. The Company does not currently engage in any business activities that provide cash flow. From inception,
the primary activity of the Company has been directed towards organizational efforts, compliance matters and locating
potential merger or acquisition candidates.



10







The Company has registered its Common Stock
on a Form 10 registration statement filed pursuant to the Securities Exchange Act of 1934 (the Exchange Act) and Rule 12(g) thereof.
The Company files with the U.S. Securities and Exchange Commission periodic reports under Rule 13(a) of the Exchange Act, including
quarterly reports on Form 10-Q and annual reports on Form 10-K.



The Company was formed to engage in a merger
with or acquisition of an unidentified private company, which desires to become a reporting (public) company whose securities are
qualified for trading in the United States secondary market. The Company meets the definition of a blank check company contained
in Section 7(b)(3) of the Securities Act of 1933, as amended.



The Company believes that there are perceived
benefits to being a reporting company with a class of publicly-traded securities which may be attractive to foreign and domestic
private companies.



These benefits are commonly thought to include:



1. the ability to use registered shares to
make acquisition of assets or businesses;



2. increased visibility in the financial community;



3. the facilitation of borrowing from financial
institutions;



4. improved trading efficiency;



5. shareholder liquidity;



6. greater ease in subsequently raising capital;



7. compensation of key employees through options
for stock for which there is a public market;



8. enhanced corporate image; and,



9. a presence in the United States capital
market.



A private company, which may be interested
in a business combination with the Company, may include the following:



1. a company for which a primary purpose of
becoming public is the use of its securities for the acquisition of assets or businesses;



2. a company which is unable to find an underwriter
of its securities or is unable to find an underwriter of securities on terms acceptable to it;



3. a company which wishes to become public
with less dilution of its Common Stock than would occur normally upon an underwriting;



11







4. a company which believes that it will be
able to obtain investment capital on more favorable terms after it has become public;



5. a foreign company which may wish an initial
entry into the United States securities market;



6. a special situation company, such as a company
seeking a public market to satisfy redemption requirements under a qualified Employee Stock Option Plan; and,



7. a company seeking one or more of the other
benefits believed to attach to a public company.



The Company is authorized to enter into a definitive
agreement with a wide variety of private businesses without limitation as to their industry or revenues. It is not possible at
this time to predict with which private company, if any, the Company will enter into a definitive agreement or what will be the
industry, operating history, revenues, future prospects or other characteristics of that company. As of the date hereof, management
of the Company has not made any final decision for a business combination with any private corporations, partnerships or sole proprietorships.
When any such agreement is reached or other material fact occurs, the Company will file notice of such agreement or fact with the
U.S. Securities and Exchange Commission on Form 8-K. Persons reading this Form 10-Q are advised to see if the Company has subsequently
filed a Form 8-K.



There is presently no trading market for the
Company's common stock and no market may ever exist for the Company's common stock. The Company plans to apply for a corporate
CUSIP # for its common stock and to assist broker-dealers in complying with Rule 15c2-11 of the Securities Exchange Act of 1934,
as amended, so that such brokers could quote the Company's common stock in the Over-The-Counter Electronic Bulletin Board (the
"OTC Bulletin Board" or “OTCBB”) after the Company is no longer classified as a "blank check" or
shell company, as defined by the U.S. Securities and Exchange Commission. There can be no assurance to investors that any broker-dealer
will actually file the materials required in order for such OTC Bulletin Board quoting to proceed.



The U.S. Securities and Exchange Commission
has adopted a rule (Rule 419) which defines a blank-check company as (i) a development stage company, that is (ii) offering penny
stock, as defined by Rule 3a51-1, and (iii) that has no specific business plan or purpose or has indicated that its business plan
is engage in a merger or acquisition with an unidentified company or companies.



BUSINESS COMBINATION



The Company will attempt to locate and negotiate
with a business entity for the combination of that target company with the Company. The combination will normally take the form
of a merger, stock-for-stock exchange or stock-for-assets exchange (the "business combination"). In most instances the
target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section
351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that the Company will be successful
in locating or negotiating with any target business. The Company has not restricted its search for any specific kind of businesses,
and it may acquire a business, which is in its preliminary or development stage, which is already in operation, or in essentially
any stage of its business life. It is impossible to predict the status of any business in which the Company may become engaged,
in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived
advantages which the Company may offer.



12







In implementing a structure for a particular
business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement
with another corporation or entity.



It is anticipated that any securities issued
in any such business combination would be issued in reliance upon exemption from registration under applicable federal and state
securities laws. In some circumstances, however, as a negotiated element of its transaction, the Company may agree to register
all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration
occurs, it will be undertaken by the surviving entity after the Company has entered into an agreement for a business combination
or has consummated a business combination. The issuance of additional securities and their potential sale into any trading market
which may develop in the Company's securities may depress the market value of the Company's securities in the future if such a
market develops, of which there is no assurance.



The Company will participate in a business
combination only after the negotiation and execution of appropriate agreements. Negotiations with a target company will likely
focus on the percentage of the Company, which the target company shareholders would acquire in exchange for their shareholdings.



Although the terms of such agreements cannot
be predicted, generally such agreements will require certain representations and warranties of the parties thereto, will specify
certain events of default, will detail the terms of closing and the conditions which must be satisfied by the parties prior to
and after such closing and will include miscellaneous other terms. Any merger or acquisition effected by the Company can be expected
to have a significant dilution effect on the percentage of shares held by the Company's shareholders at such time.



Results of Operations



The Company has not conducted
any active operations since inception, except for its efforts to locate suitable acquisition candidates. No revenue has been generated
by the Company from February 19, 2010 (Inception) to September 30, 2012. It is unlikely the Company will have any revenues unless
it is able to effect an acquisition or merger with an operating company, of which there can be no assurance. It is management's
assertion that these circumstances may hinder the Company's ability to continue as a going concern. The Company’s plan of
operation for the next twelve months shall be to continue its efforts to locate suitable acquisition candidates.



For the fiscal year ended
September 30, 2012, the Company had a net loss of $7,943 of legal, filing, accounting, audit, and other professional service fees
incurred in relation to the filing of the Company’s annual and quarterly reports in connection with its reporting obligations.



For the fiscal year ended
September 30, 2011, the Company had a net loss of $37,262 consisting of legal, filing, accounting, and audit fees incurred in relation
to the preparation of the company’s financial statements.



For the cumulative period
from February 19, 2010 (Inception) to September 30, 2012, the Company had a net loss of $52,507 comprised exclusively of legal,
filing, accounting, audit, and other professional service fees incurred in relation to the formation of the Company, the filing
of the Company’s Registration Statement on Form 10 in November of 2010, and the filing of the Company’s quarterly and
annual reports in connection with its periodic reporting obligations.



13







Liquidity and Capital Resources



As of September 30, 2012,
the Company had assets equal to $750, comprised exclusively of prepaid expenses.

The Company has nominal
assets and has generated no revenues since inception. The Company is also dependent upon the receipt of capital investment or other
financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private operating company.
In addition, the Company is dependent upon certain related parties to provide continued funding and capital resources. If continued
funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations.



Off-Balance Sheet Arrangements



The Company does not have any off-balance sheet
arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition,
changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources
that is material to investors.



Contractual Obligations

As a “smaller reporting company”
as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.



|Item 7A. | Quantitative and Qualitative Disclosures about Market Risk.
|-------- | -----------------------------------------------------------



As a “smaller reporting company”
as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.



|Item 8. | Financial Statements and Supplementary Data.
|------- | --------------------------------------------





China Renewable Construction Materials Inc.

(A Development Stage Company)

FINANCIAL
STATEMENTS

Contents

|                     |                                                                                                                                                                     | Page
|-------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|                     |                                                                                                                                                                    
|                     |                                                                                                                                                                    
|Financial Statements |                                                                                                                                                                    
|                     |                                                                                                                                                                    
|                     | Balance Sheets as of September 30, 2012 and September 30, 2011                                                                                                      | F-1 
|                     |                                                                                                                                                                     |     
|                     | Statements of Operations for the years ended September 30, 2012 and 2011 and the Cumulative Period from February 19, 2010 (Date of Inception) to September 30, 2012 | F-2 
|                     |                                                                                                                                                                     |     
|                     | Statement of Stockholders’ Deficit for the Period from February 19, 2010 (Date of Inception) to September 30, 2012                                                  | F-3 
|                    

14





| |                                                                                                                                                                     |    
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---
| | Statements of Cash Flows for the years ended September 30, 2012 and 2011 and the Cumulative Period from February 19, 2010 (Date of Inception) to September 30, 2012 | F-4
| |                                                                                                                                                                     |    
| | Notes to Financial Statements                                                                                                                                       | F-5





|Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
|------- | -------------------------------------------------------------------------------------



There are not and have
not been any disagreements between the Company and its accountants on any matter of accounting principles, practices or financial
statement disclosure.



|Item 9A. | Controls and Procedures.
|-------- | ------------------------



Evaluation of Disclosure Controls and Procedures



The Company’s management
is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and
15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports
that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods
specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under
the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or
officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions
regarding required disclosure.



In accordance with Exchange
Act Rules 13a-15 and 15d-15, an evaluation was completed under the supervision and with the participation of the Company’s
management, including the Company’s sole officer and director, of the effectiveness of the design and operation of the Company’s
disclosure controls and procedures as of the end of the period covered by this Annual Report. Based on that evaluation, the Company’s
sole officer and director concluded that the Company’s disclosure controls and procedures as of September 30, 2012 were effective
in providing reasonable assurance that information required to be disclosed in the Company’s reports filed or submitted under
the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in the Commission’s
rules and forms.



Evaluation of Internal Controls and Procedures



Our management is also responsible for establishing
and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting
is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles.



Our internal control over
financial reporting includes those policies and procedures that:



|● | Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;                                                                                                                                                                
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|● | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and
|● | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.                                                                                                                             



15







As of September 30, 2012, we carried out an
evaluation of the effectiveness of our internal control over financial reporting based on the framework in "Internal Control-Integrated
Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation, our management
concluded that our internal control over financial reporting was effective as of September 30, 2012.



This annual report does not include an attestation
report of the Company’s registered public accounting firm regarding internal controls over financial reporting. Management’s
report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.



Changes in Internal Controls over Financial
Reporting



There have been no significant
changes to the Company’s internal controls over financial reporting that occurred during our last fiscal quarter of the year
ended September 30, 2012, that materially affected, or were reasonably likely to materially affect, our internal controls over
financial reporting.



|Item 9B. | Other Information.
|-------- | ------------------

On September 23, 2011, in a private transaction
between the parties, Ko-Hung Wang and China Gate Technology Co., Ltd. sold an aggregate of 3,750,000 shares of Common Stock to
Yousan Su. At the time of the sale, Ko-Hung Wang also resigned as a director of the Company. Yousan Su is a director and owner
of Plato Star Group Ltd., another shareholder of the Company.



PART III



|Item 10. | Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act.
|-------- | ----------------------------------------------------------------------------------------------------------------



(a) Identification of Directors and Executive
Officers. The following table sets forth certain information regarding the Company’s directors and executive officers:



|Name   |  | Age |  | Position                          |  | Term                                      
|------ |  | --- |  | --------------------------------- |  | ------------------------------------------
|       |  |     |  |                                   |  |                                           
|Chi Wu |  | 48  |  | President, Secretary and Director |  | February 19, 2010 (Inception) thru Present



The term of office of each
director expires at our annual meeting of stockholders or until their successors are duly elected and qualified. Directors are
not compensated for serving as such. Officers serve at the discretion of the Board of Directors.



16







Chi Wu, the Company’s
President, Secretary, and Director since inception, has served as the President of CBC Consulting Inc., a consulting company specializing
in emerging energy technology entities helping clients to get into emerging energy business, to seek reverse mergers or alternative
public offerings, to look for merger and acquisition targets since December 2007. His clients include both private and public companies,
in the fields of alternative energy, biomedical technology, and optoelectronics. Prior to joining CBC Consulting Inc., from 2005
until 2007, Mr. Wu served as CEO and President of Premier Optoelectronics Inc., a research and manufacturing company with operations
in both USA and China. Mr. Wu also served as various senior research and technical management position including VP of Research
and Development at SWT Optical Communication Limited from 2003 to 2005, President, CEO and board director of LightCross Inc. from
2000 to 2002, principle investigator and task manager at NASA’s Jet Propulsion Lab at California Institute of Technology
from 1997 to 2000, and senior scientist and project leader at Nortel Networks, in Canada from 1992 to 1997. Mr. Wu served as an
advisor to the Department of Information Technology of Fujian Province from 2005 to 2007 and Director of Joint Research Lab of
Institute of Semiconductors of Chinese Academy of Sciences and Premier Optoelectronics from 2006 to 2007. Mr. Wu also serves as
the sole officer and director of China Renewable Constructions Materials, Inc., each of which are blank check SEC reporting companies.
He received his Ph.D. degree in the field of electrical and computer engineering from University of Toronto, Canada, and his M.Sc.
degree from Chinese Academy of Sciences in Beijing, China. Mr. Wu’s past experience in the reverse merger industry will be
beneficial to the Company as it seeks a business combination target.



(b) Significant Employees.
As of the date hereof, the Company has no significant employees.



(c) Family Relationships.

There are no family relationships among directors,
executive officers, or persons nominated or chosen by the issuer to become directors or executive officers.



(d) Involvement in Certain Legal Proceedings.

There have been no events
under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of
the ability and integrity of any director, executive officer, promoter or control person of the Company during the past five years.



(e) Prior Blank Check Company Experience

Mr. Wu also serves as the
sole officer and director of 5V, Inc. and China Renewable Constructions Materials, Inc., each of which are blank check SEC reporting
companies.



Compliance with Section 16(a) of the Exchange
Act



Section 16(a) of the Exchange
Act requires the Company’s directors and officers, and persons who beneficially own more than 10% of a registered class of
the Company’s equity securities, to file reports of beneficial ownership and changes in beneficial ownership of the Company’s
securities with the SEC on Forms 3, 4 and 5. Officers, directors and greater than 10% stockholders are required by SEC regulation
to furnish the Company with copies of all Section 16(a) forms they file.



Based solely on the Company’s
review of the copies of the forms received by it during the fiscal year ended September 30, 2012 and written representations that
no other reports were required.



We have not adopted any
procedures by which security holders may recommend nominees to our Board of Directors.



17







Audit Committee



The Board of Directors acts as the audit committee.
The Company does not have a qualified financial expert at this time because it has not been able to hire a qualified candidate.
Further, the Company believes that it has inadequate financial resources at this time to hire such an expert. The Company intends
to continue to search for a qualified individual for hire.



|Item 11. | Executive Compensation.
|-------- | -----------------------



The following table sets
forth the all compensation awarded to, earned by, or paid by paid by the Company to each of our named executive officer and directors
for the fiscal years ended September 30, 2012 and 2011.



|Name and Position                                     | Year              | Salary            | Option Awards     | All other Compensation | Total            
|----------------------------------------------------- | ----------------- | ----------------- | ----------------- | ---------------------- | -----------------
|Chi Wu
        President, Secretary and Sole Director | 2012
        2011 | None
        None | None
        None | None
        None      | None
        None
|Ko-Hung Wang
        Former Director                  | 2012
        2011 | None
        None | None
        None | None
        None      | None
        None



The Company's officers
and directors have not received any cash or other compensation since inception. They will not receive any compensation until the
consummation of an acquisition. No compensation of any nature has been paid for on account of services rendered by a director in
such capacity. Our officers and directors intend to devote very limited time to our affairs.



It is possible that, after
the Company successfully consummates a business combination with an unaffiliated entity, that entity may desire to employ or retain
members of our management for the purposes of providing services to the surviving entity.



No retirement, pension,
profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of
its employees.



There are no understandings
or agreements regarding compensation our management will receive after a business combination.



The Company does not have
a standing compensation committee or a committee performing similar functions, since the Board of Directors has determined not
to compensate the officers and directors until such time that the Company completes a reverse merger or business combination.



Employment Agreements



The Company is not a party
to any employment agreements.



18







|Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|-------- | -----------------------------------------------------------------------------------------------



(a) The following tables
set forth certain information as of November 9, 2012, regarding (i) each person known by the Company to be the beneficial owner
of more than 5% of the outstanding shares of Common Stock, (ii) each director, nominee and executive officer of the Company and
(iii) all officers and directors as a group.



---

|Name and Address                                                                                                                                  |  | Amount and
        Nature of Beneficial Ownership |           |     | Percentage of
        Class | 
|------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------- | --------- | --- | --------------------------- | 
|Plato Star Group Ltd.
        Suite 2-901, Building 5, Beichen Green Garden
        Beiyuan Road, Chaoyang District
        Beijing, China 100107 |  |                                                   | 3,675,000 |     |                             | 
|Chi Wu(1)
        745 E. Valley Blvd. # 326
        San Gabriel, CA 91776                                                                         |  |                                                   | 3,750,000 | (2) |                             | 
|Yousan Su
        STE. 2-901, Blding 5
        Beichen Green Garden
        Beiyuan Road, Chaoying District
        Beijing F4 100107             |  |                                                   | 7,350,000 | (3) |                             | 
|                                                                                                                                                  |  |                                                   |           |     |                             | 
|All Officers and Directors
        as a group
        (1 individual)                                                                              |  |                                                   | 3,750,000 |     |                             | 

-----------

|(1) | Chi Wu serves as President, Secretary, and sole director of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Represents 75,000 shares of Common Stock owned of record by Chi Wu and 3,675,000 shares of Common Stock owned of record by Plato Star Group Ltd. Chi Wu is the sole officer and director of Plato Star Group Ltd. and owns 4% of the outstanding interests of Plato Star Group Ltd. Chi Wu shares voting and investment control with Yousan Sou, a director and owner of 92% of the outstanding interests of Plato Star Group Ltd. and Yushien Wang the owner of 4% of the outstanding interests of Plato Star Group Ltd. Each of Chi Wu, Yousan Sou and Yushien Wang may be deemed to beneficially own the shares of Common Stock owned of record by Plato Star Group Ltd.
|(3) | Represents 3,675,000 shares of Common Stock owned of record by Yousan Su and 3,675,000 shares of Common Stock owned of record by Plato Star Group Ltd. Yousan Sou, is a director and owner of 92% of the outstanding interests of Plato Star Group Ltd. and may be deemed to beneficially own the shares of Common Stock owned of record by Plato Star Group Ltd.                                                                                                                                                                                                                                                                                                          



(b)The Company currently has not authorized any compensation plans or individual compensation arrangements.



19







|Item 13. | Certain Relationships and Related Transactions.
|-------- | -----------------------------------------------



The Company utilizes the office space and equipment
of its officers and sole director at no cost. Management estimates such costs to be immaterial.



Except as otherwise indicated
herein, there have been no other related party transactions, or any other transactions or relationships required to be disclosed
pursuant to Item 404 and Item 407(a) of Regulation S-K.



|Item 14. | Principal Accounting Fees and Services
|-------- | --------------------------------------





Audit Fees

No auditing fee for fiscal
year 2012 ended September 30, 2012.

The aggregate fees billed
by GKM for professional services rendered for the audit of our annual financial statements and review of financial statements included
in our periodic reports or services that are normally provided in connection with statutory and regulatory filings were $3,000
for the fiscal year ended September 30, 2011.



Audit-Related Fees



There were no fees billed
by GKM for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s
financial statements for the fiscal years ended September 30, 2012 and 2011.



Tax Fees



There were no fees billed
by GKM for professional services for tax compliance, tax advice, and tax planning for each of the fiscal years ended September
30, 2012 and 2011.



All Other Fees



There were no fees billed
by GKM for other products and services for the fiscal years ended September 30, 2012 and 2011.



Audit
Committee’s Pre-Approval Process



The Board of Directors
acts as the audit committee of the Company, and accordingly, all services are approved by the Board of Directors.



Part IV



|Item 15. | Exhibits
|-------- | --------



20







Index to Exhibits required by Item 601 of Regulation S-K.

|Exhibit |  | Description                                                                                                                                                                                                             
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |  |                                                                                                                                                                                                                         
|* 3.1   |  | Certificate of Incorporation, as filed with the Delaware Secretary of State on February 19, 2010.                                                                                                                       
|        |  |                                                                                                                                                                                                                         
|* 3.2   |  | By-laws.                                                                                                                                                                                                                
|        |  |                                                                                                                                                                                                                         
|**3.3   |  | Certificate of Ownership and Merger filed with the Office of Secretary of State of Delaware on                                                                                                                          
|        |  |                                                                                                                                                                                                                         
|31.1    |  | Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual Report on Form 10-K for the year ended September 30, 2012.
|        |  |                                                                                                                                                                                                                         
|31.2    |  | Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual Report on Form 10-K for the year ended September 30, 2012.
|        |  |                                                                                                                                                                                                                         
|32.1    |  | Certification of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                    
|        |  |                                                                                                                                                                                                                         
|32.2    |  | Certification of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                    



|101.INS | XBRL Instance Document                        |  | 
|------- | --------------------------------------------- |  | 
|        |                                               |  | 
|101.SCH | XBRL Taxonomy Extension Schema                |  | 
|        |                                               |  | 
|101.CAL | XBRL Taxonomy Extension Calculation Linkbase  |  | 
|        |                                               |  | 
|101.DEF | XBRL Taxonomy Extension Definition Linkbase   |  | 
|        |                                               |  | 
|101.LAB | XBRL Taxonomy Extension Label Linkbase        |  | 
|        |                                               |  | 
|101.PRE | XBRL Taxonomy Extension Presentation Linkbase |  | 



|* | Filed as an exhibit to the Company’s Registration Statement on Form 10-SB, as filed with the Securities and Exchange Commission on July 20, 2007, and incorporated herein by this reference.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|** | Filed as an Exhibit to the Company's Form 8-K Filed with the Securities and Exchange Commission on May 6, 2011.
|-- | ---------------------------------------------------------------------------------------------------------------



SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



Dated: November 9, 2012 CHINA RENEWABLE CONSTRUCTION
MATERIALS INC.



By:
/s/ Chi Wu

Chi Wu, President



In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name Title Date

By:/s/ Chi Wu             Principal Executive Officer,
CEO                    November 9, 2012

Chi Wu                       Principal
Accounting Officer, CFO November 9, 2012





21













|CHINA RENEWABLE CONSTRUCTION MATERIALS INC..
|--------------------------------------------
|                                            
|BALANCE SHEETS                              



|                                                                               |  | September  30,                  |  | September 30,              
|------------------------------------------------------------------------------ |  | ------------------------------- |  | ---------------------------
|                                                                               |  | 2012                            |  | 2011                       
|ASSETS                                                                         |  | (Unaudited)                     |  |                            
|Current assets                                                                 |  |                                 | 
|Prepaid expenses                                                               |  | $                           250 |  | $                       750
|Total assets                                                                   |  | $                           250 |  | $                       750
|                                                                               |  |                                 |  |                            
|LIABILITIES                                                                    |  |                                 |  |                            
|Current liabilities                                                            |  |                                 |  |                            
|Accounts payable                                                               |  | $                        3,499  |  | $                  15,501  
|Advances from related party                                                    |  | $                      48,508   |  | -                          
|Total current liabilities                                                      |  | $                      52,007   |  | $                  15,501  
|                                                                               |  |                                 |  |                            
|Noncurrent liabilities                                                         |  |                                 |  |                            
|Advances from related party                                                    |  | -                               |  | $                  29,063  
|Total liabilities                                                              |  | $                      52,007   |  | $                  44,564  
|                                                                               |  |                                 |  |                            
|Commitments and contingencies                                                  |  |                                 |  |                            
|Common stock, $0.0001 par, 100,000,000 shares authorized, 7,500,000 shares o/s |  | $                           750 |  | $                       750
|Deficit accumulated during development stage                                   |  | $                    (52,507)   |  | $                 (44,564) 
|Total stockholders' deficit                                                    |  | $                    (51,757)   |  | $                 (43,814) 
|Total liabilities and stockholders’ deficit                                    |  | $                           250 |  | $                       750

The accompanying notes are an integral part
of these financial statements.





F-1













|CHINA RENEWABLE CONSTRUCTION MATERIALS INC.
|-------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)              
|STATEMENTS OF OPERATIONS                   

The accompanying notes are an integral part
of these financial statements.



|                                                                         |  |  |                          | Year                   | Year                                | From Inception                 
|------------------------------------------------------------------------ |  |  | ------------------------ | ---------------------- | ----------------------------------- | -------------------------------
|                                                                         |  |  |                          | ended on               | ended on                            | (2/19/2010)  to                
|                                                                         |  |  |                          | 9/30/2012              | 9/30/2011                           | 9/30/2012                      
|                                                                         |  |  |                          |                        |                                     |                                
|Filing fees                                                              |  |  |                          | $               2,210  | $            4,392                  | $        7,004                 
|Accounting fees                                                          |  |  |                          | $        4,494         | $      788                          | $        9,207                 
|Agency fee                                                               |  |  |                          | $      164             | $     2,813                         | $                        1,282 
|Tax expense                                                              |  |  |                          | $      350             | $      439                          | $                           789
|Legal Fees                                                               |  |  |                          | $                  700 | $          28,500                   | $                     34,200   
|Bank Service Charge                                                      |  |  |                          | $       25             |                                     |                                
|Total operating expenses                                                 |  |  |                          | $               7,943  | $          37,262                   | $                     52,507   
|                                                                         |  |  |                          |                        |                                     |                                
|Net loss                                                                 |  |  |                          | $   (7,943)            | $        (37,262)                   | $                    (52,507)  
|Loss per common share:                                                   |  |  |                          |                        |                                     |                                
|Loss per common share- basic and diluted                                 |  |  | $                      - | $                   -  | $                                 -
|Weighted average number of common shares outstanding - basic and diluted |  |  |                          | 7,500,000              | 7,500,000                           | 7,500,000                      









Consolidated Statements of Changes in Stockholder's Equity









|                                    | Common Stock | Paid-In Capital        | Comprehensive Income / Loss | Total                
|----------------------------------- | ------------ | ---------------------- | --------------------------- | ---------------------
|                                    |              |                        |                             |                      
|From Feb. 19, 2010 to Sep. 30, 2010 |              |                        |                             |                      
|Beginning Balance, Shares           |              |                        |                             |                      
|Beginning Balance, Amount           |              |                        |                             |                      
|Issuance of Common Stock, Shares    | 75,000,000   |                        |                             |                      
|Issuance of Common Stock, Amount    |              | $                  750 |                             | $                 750
|Net income (loss)                   |              |                        | $                   (7,302) |                      
|Ending Balance, Shares              | 75,000,000   |                        |                             |                      
|Ending Balance, Amount              |              | $                  750 | $                   (7,302) | $            (6,552) 
|                                    |              |                        |                             |                      
|From Oct. 1, 2010 to Sep. 30, 2011  |              |                        |                             |                      
|                                    |              |                        |                             |                      
|Beginning Balance, Shares           | 75,000,000   |                        |                             |                      
|Beginning Balance, Amount           |              | $                  750 | $                   (7,302) |                      
|Issuance of Common Stock, Shares    |              |                        |                             |                      
|Issuance of Common Stock, Amount    |              |                        |                             |                      
|Net income (loss)                   |              |                        | $                  (37,262) |                      
|Ending Balance, Shares              | 75,000,000   |                        |                             |                      
|Ending Balance, Amount              |              | $                  750 | $                 (44,564)  | $          (43,814)  
|                                    |              |                        |                             |                      
|                                    |              |                        |                             |                      
|From Oct. 1, 2011 to Sep. 30, 2012  |              |                        |                             |                      
|Beginning Balance, Shares           | 75,000,000   |                        |                             |                      
|Beginning Balance, Amount           |              | $                  750 | $                 (44,564)  |                      
|Issuance of Common Stock, Shares    |              |                        |                             |                      
|Issuance of Common Stock, Amount    |              |                        |                             |                      
|Net income (loss)                   |              |                        | $                   (7,943) |                      
|Ending Balance, Shares              | 75,000,000   |                        |                             |                      
|Ending Balance, Amount              |              | $                  750 | $                 (52,507)  | $          (51,757)  





F-2











|CHINA RENEWABLE CONSTRUCTION MATERIALS INC..     
|-------------------------------------------------
|                                                 
|STATEMENTS OF CASH FLOWS                         
|                                                 
|                                                 
|                                                 
|CASH FLOWS FROM OPERATING ACTIVITIES             
|Net loss                                         
|Adjustment to reconcile net loss to net cash     
|used in operating activities:                    
|Company expenses paid by related party           
|Changes in operating assets and liabilities:     
|Prepaid expenses                                 
|Accounts payable                                 
|Net cash used in operating activities            
|                                                 
|CASH FLOWS FROM FINANCING ACTIVITIES             
|Proceeds from sale of common shares              
|Net advances from related party                  
|Net cash provided by financing activities        
|                                                 
|NET CHANGE IN CASH AND EQUIVALENTS               
|CASH AT THE BEGINNING OF THE PERIOD              
|CASH AT THE END OF THE PERIOD                    
|Supplemental disclosure of cash flow information:
|Interest                                         
|Income taxes                                     
|                                                 
|                                                 
|                                                 

The accompanying notes are an integral part
of these financial statements.



F-3







CHINA RENEWABLE CONSTRUCTION MATERIALS INC..

(A DEVELOPMENT STAGE COMPANY)

NOTES
TO FINANCIAL STATEMENTS

(For
the Period of September 30, 2012 and 2011)



NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING
POLICIES



Organization and Business Operations



CHINA RENEWABLE CONSTRUCTION MATERIALS INC.
was organized on February 19, 2010 as a Delaware corporation with fiscal year ending September 30. The Company is a shell with
no business activity whose purpose is to seek out and attract partners for possible merger or acquisition.



Interim Financial Statements



The accompanying unaudited interim financial
statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.
GAAP”) and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with
the audited financial statements and notes thereto contained in the Company’s latest Annual Report filed with the SEC on
Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation
of financial position and the results of operations for the interim periods presented have been reflected herein. The results of
operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial
statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent
fiscal year ending September 30, 2012, as reported in Form 10-K, were omitted.



NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES



Development Stage Activities



The Company is presently in the development
stage with no revenue. Accordingly, all of the Company’s operating results and cash flows reported in the accompanying financial
statements are considered to be those, arising from the development stage activities and represent the ‘cumulative from inception’
amounts from its development stage activities reported pursuant to FASB Accounting Standards Codification (“ASC”) 915-10-05,Development Stage Entities.



Use of Estimates



The preparation of financial statements in
conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could differ from those estimates.



Cash and Equivalents



F-4







The Company considers deposits that can be
redeemed on demand and investments that have original maturities of less than three months, when purchased, to be cash equivalents.

Income Taxes



The Company recognizes deferred tax assets and liabilities based
on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that
are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for
deferred tax assets for which it does not consider realization of such assets to be more likely than not.



Net Earnings (Loss) per Common Share



Basic net earnings (loss) per share are computed by dividing the
net earnings (loss) attributable to the common stockholders by the weighted-average number of shares of common stock outstanding
during the period. Diluted net earnings (loss) per share are computed using the weighted-average number of common shares outstanding
during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, which is
the case for all periods presented in these financial statements, the weighted-average number of common shares outstanding excludes
common stock equivalents because their inclusion would be anti-dilutive.



Recently Issued and Newly Adopted Accounting Pronouncements



The Company does not expect adoption of the new accounting pronouncements
will have a material effect on the Company’s financial statements.



NOTE 3 – GOING CONCERN



The accompanying financial statements were prepared in conformity
with U.S. GAAP, which contemplates continuation of the Company as a going concern and depends upon the Company’s ability
to establish itself as a profitable business. The Company is a development stage company and has an accumulated loss since inception
of $52,507. The Company has working capital deficit which is not sufficient to finance its business for the next twelve months.
Due to the start-up nature of the Company, the Company expects to incur additional losses in the immediate future. The Company’s
ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or obtain the
necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become
due. To date, the Company’s cash flow requirements have been primarily met through advances from shareholders.



The Company is planning on obtaining financing either through issuance
of equity or debt. To the extent that funds generated from any private placements, public offerings and/or bank financing are insufficient,
the Company will have to raise additional working capital through other channels.

In addition, the Company is also trying to seek out partners for
merger that will benefit the execution of the business plan. As of September 30, 2012, no acquisition or merger agreements have
yet been closed. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable
to the Company.



F-5







NOTE 4 – COMMON STOCK AND PREFERRED
STOCK



The Company has authority to issue 110,000,000
shares of capital stock. These shares are divided into two classes with one hundred million (100,000,000) shares designated as
common stock at $0.0001 par value and ten million (10,000,000) shares designated as preferred stock at $0.0001 par value. As of
September 30, 2012, the Company issued 7,500,000 common shares outstanding.



NOTE 5 – RELATED PARTY



One of the Company’s stockholders advanced
funds to the Company by paying the Company’s legal, audit and filing fees, general office administration and other operating
expenses. The advances are unsecured and with no interest, totaling $ 5,502 and $5,502 as of September 30, 2012 and September 30,
2012, respectively.



NOTE 6 – FAIR VALUE MEASUREMENTS



The fair values of assets and liabilities required
to be measured at fair value are categorized based upon the level of judgment associated with the inputs used to measure their
value. Hierarchical levels are as follows:

|· | Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date.                                                                                                                                                                                 
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|· | Level 2: Inputs, other than quoted prices included in Level 1, are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar instruments in active markets, and inputs other than quoted prices that are observable for the asset or liability.



|· | Level 3: Inputs are unobservable for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------

As of the balance sheet date, the carrying
amounts of financial instruments including prepaid expenses, accounts payable, and advances from related party approximated fair
value because of the relatively short maturity of these instruments. There were no other financial instruments as of September
30, 2012 and September 30, 2012.



NOTE 7 – SUBSEQUENT EVENTS



The Company has performed an evaluation of
subsequent events pursuant to ASC Topic 855. The Company is not aware of any subsequent events which would require recognition
or disclosure in the financial statements.



Forward Looking Statement Notice



Certain statements made in this Quarterly
Report on Form 10-Q are “forward-looking statements” (within the meaning of the Private Securities Litigation
Reform Act of 1995) in regard to the plans and objectives of management for future operations. Such statements involve known
and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of CHINA
RENEWABLE CONSTRUCTION MATERIALS INC.. (“we”, “us”, “our” or the “Company”)
to be materially different from any future results, performance or achievements expressed or implied by such forward-looking
statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and
uncertainties. The Company's plans and objectives are based, in part, on assumptions involving the continued expansion of
business. Assumptions relating



F-6





to the foregoing involve judgments with respect to, among other things, future economic,
competitive and market conditions and future business decisions, all of which are difficult or impossible to predict
accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying
the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no
assurance the forward-looking statements included in this Quarterly Report will prove to be accurate. In light of the
significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information
should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company
will be achieved.



Description of Business



The Company was incorporated in the State of
Delaware on February 19, 2010 (Inception) and maintains its principal executive office at 745 E. Valley Blvd. #326, San Gabriel,
CA 91776, which address is a rented mailbox. The Company was organized as a vehicle to investigate and, if such investigation warrants,
acquire a target company or business seeking the perceived advantages of being a publicly held corporation. The Company filed a
registration statement on Form 10 with the U.S. Securities and Exchange Commission (the “SEC”) on November 9, 2010,
and since its effectiveness, the Company has focused its efforts to identify a possible business combination. Our principal business
objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with
a business rather than immediate, short-term earnings. The Company will not restrict our potential candidate target companies to
any specific business, industry or geographical location and, thus, may acquire any type of business.



The Company, based on proposed business activities,
is a “blank check” company. The SEC defines those companies as "any development stage company that is issuing
a penny stock, within the meaning of Section 3(a)(51) of the Securities Exchange Act 1934, as amended (the “Exchange Act”),
and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company
or companies." Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check"
companies in their respective jurisdictions. The Company is also a “shell company,” defined in Rule 12b-2 under the
Exchange Act as a company with no or nominal assets (other than cash) and no or nominal operations. Management does not intend
to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded
a business combination. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long
as we are subject to those requirements.



The Company was organized as a vehicle to investigate
and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly
held corporation. The Company’s principal business objective for the next 12 months and beyond such time will be to achieve
long-term growth potential through a combination with an operating business. The Company will not restrict its potential candidate
target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.



The Company currently does not engage in any
business activities that provide cash flow. During the next twelve months we anticipate incurring costs related to:



(i) filing Exchange Act reports, and

(ii) investigating, analyzing and consummating an acquisition.



F-7







We believe we will be able to meet these costs
through use of funds in our treasury, through deferral of fees by certain service providers and additional amounts, as necessary,
to be loaned to or invested in us by our stockholders, management or other investors. As of the date of the period covered by this
report, the Company had no cash. There are no assurances that the Company will be able to secure any additional funding as needed.
Currently, however our ability to continue as a going concern is dependent upon our ability to generate future profitable operations
and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations
when they come due. Our ability to continue as a going concern is also dependent on our ability to find a suitable target company
and enter into a possible reverse merger with such company. Management’s plan includes obtaining additional funds by equity
financing through a reverse merger transaction and/or related party advances, however there is no assurance of additional funding
being available.



The Company may consider a business which has
recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets,
is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating
difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or
merger with, a company which does not need substantial additional capital but which desires to establish a public trading market
for its shares while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur
in a public offering.



Since our Registration Statement on Form 10
became effective, our management has had contact and discussions with representatives of other entities regarding a business combination
with us; however, we have not entered into any agreements. Any target business that is selected may be a financially unstable company
or an entity in its early stages of development or growth, including entities without established records of sales or earnings.
In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage
or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized
by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business,
there can be no assurance that we will properly ascertain or assess all significant risks. Our management anticipates that it will
likely be able to effect only one business combination, due primarily to our limited financing and the dilution of interest for
present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling
interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered
a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains
from another.



The Company anticipates that the selection of
a business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances
being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking
the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation
include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing
liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar
benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the
issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of
development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely
difficult and complex.



Liquidity and Capital Resources



As of September 30, 2012,
the Company has nominal assets and has not generated any revenues since inception. The Company is also dependent upon the receipt
of capital investment or other financing to fund its ongoing operations and to execute its business plan of seeking a combination
with a private operating company. In addition, the Company is

F-8





dependent upon certain related parties to provide continued funding
and capital resources. Mr. Chi Wu, officer of the Company, has agreed to provide the necessary funds, without interest, for the
Company to comply with the Securities Exchange Act of 1934, as amended; provided that he is still an officer and director of the
Company when the obligation is incurred. All advances are interest-free.



Results of Operations



The Company has no current operating history
and does not have any revenues or earnings from operations. The Company has no assets or financial resources. We will, in all likelihood,
sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may
result in the Company incurring a net operating loss that will increase continuously until the Company can consummate a business
combination with a profitable business opportunity. There is no assurance that we can identify such a business opportunity and
consummate such a business combination.



For the period February
19, 2010 (Inception) to September 30, 2012, the Company had a net loss of $52,507 comprised exclusively of legal, accounting, audit,
and other professional service fees incurred in relation to the formation of the Company, the filing of the Company’s Registration
Statement on Form 10 on November 9, 2010, and the filing of the Company’s periodic reports on Form 10-Q and Form 10-K.



Off-Balance Sheet Arrangements



The Company does not have any off-balance sheet
arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition,
changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources
that is material to investors.







F-9